THIS IS FINAL VERSION AS ADOPTED. ALSO SEE 130686. SPECIAL ITEM NO. 2.

Title:

RESOLUTION APPROVING MODERNIZATION AGREEMENT FOR RENOVATION OF SUN LIFE STADIUM, PERSONAL GUARANTY FOR CERTAIN PAYMENT OBLIGATIONS, AND NON-RELOCATION AGREEMENT REGARDING DOLPHINS FRANCHISE; DELEGATING TO COUNTY MAYOR OR COUNTY MAYOR’S DESIGNEE AUTHORITY TO PERFORM CERTAIN ACTS AND EXERCISE CERTAIN CANCELLATION AND TERMINATION PROVISIONS, SUBJECT TO THE PARAMETERS SET FORTH IN THIS RESOLUTION AND STADIUM AGREEMENTS; DELEGATING TO COUNTY MAYOR OR MAYOR’S DESIGNEE AUTHORITY TO DETERMINE THE VALUE OF ALTERNATIVE FORM OF SECURITY IN LIEU OF PAYMENT AND PERFORMANCE BOND TO BE PROVIDED TO THE COUNTY BY STADIUM LLC SUBJECT TO CERTAIN PARAMETERS SET FORTH IN THIS RESOLUTION; AND AUTHORIZING COUNTY MAYOR OR COUNTY MAYOR’S DESIGNEE TO EXECUTE ALL SUCH AGREEMENTS UPON FULFILLMENT OF CERTAIN CONDITIONS (SEE ORIGINAL ITEM UNDER FILE NO. 130686)

Indexes:

SUN LIFE STADIUM

Sponsors:

Barbara J. Jordan, Prime Sponsor

Bruno A. Barreiro, Co-Sponsor

Jose "Pepe" Diaz, Co-Sponsor

Sunset Provision:
No

Effective Date:

Expiration Date:

Registered Lobbyist:

None Listed

Legislative History

Acting Body

Date

Agenda Item

Action

Sent To

Due Date

Returned

Pass/Fail

County Attorney

4/12/2013

Assigned

Geri Bonzon-Keenan

Board of County Commissioners

4/10/2013

Special Item No. 2 Amended

Adopted as amended

P

REPORT:

The Board adopt the foregoing proposed resolution as amended to provide for:
1) Technical corrections as follows:
• On handwritten page 7, the last line of the Introduction: the reference to “Primary Owner Obligations” should be referenced to “Primary Owner Provisions”;
• On handwritten page 8, Section 2.1: In line 19, after the words “multiplied by the” add the words “quotient of the”. And in line 20, replace the words “final Construction Costs” with the amount “350,000,000”;
• On handwritten page 9, Section 2.2: Add the following sentence at the end of the section: “Notwithstanding the foregoing, in the event the Non-Relocation is terminated due to a Contraction (as defined in such Non-Relocation Agreement), the Owner Public Contribution shall become due and shall be paid to the County within thirty (30) days of the finalization of such Contraction”;
• On handwritten page 16, Section 6.1.1: In second line, delete the words “an additional one cent tourist development tax” and replace with “the additional tourist development tax”;
• On handwritten page 17, Section 6.1.3 shall read: “The Board shall have approved an ordinance implementing the TDT Tax and adopted a resolution confirming public purpose as required by the Proposed Legislation”;
• On handwritten pages 18 and 19, in Sections 7.1.2, 7.1.3 and 7.1.4: In the second line of each, replace the words “Effective Date” with the words “April 10, 2013”;
• On handwritten page 20 Section 8.1: In line 13, after the words “payable by” add the words “Stadium LLC under”;
• On handwritten page 21, Section 8.4: In line 4, after the words “performed or observed” add the words “by the Primary Owner” ; and in line 11 after the word “Guaranty” add the word “and”;
• On handwritten page 21, Section 8.5: the heading should read “remedies following County Default”;
• On Handwritten page 29, Section 11.1.2: At the end of the section, add the following sentence: “Stadium LLC agrees to affirm the attestation set forth in this section and to provide an appropriate bring down of the attestation as of the Effective Date”;
• On handwritten page 35, Exhibit A, definition of “Excess TDT Collections” shall be amended and restated to state: “Excess TDT Collections’ shall have the meaning given to it in Appendix 1”;
• On handwritten page 38, Exhibit A, definition of TDT Funding Payment: In the second line after the word “Collections” add the words “received in the preceding”;
• On handwritten page 45, Exhibit C, in the Non-Relocation Agreement, Section 4.2.1: At the end of the section, add the following: “This Non-Relocation Agreement and all obligations of the Parties under the Non-Relocation Agreement shall terminate without further action by either Party in the event of Contraction of MDL’s franchise”;
• On handwritten page 66, Schedule 2.1.5: Section 3: In the first line after the words “given the opportunity to” add the words “inspect the Stadium renovations in connection with the Modernization Project”;
• On handwritten page 87, Appendix 1: Delete the First Paragraph;
2) Substitute the language “Super Bowl 50 and/or 51” with the language “a Super Bowl”;
3) In increase the hiring goals to 70% of the residents of Miami-Dade County, of which 10% would reside within the limits of the City of Miami Gardens and 20% from CDBG eligible areas; and to provide a quarterly report on the diversity hiring, and contracting and purchasing, as it relates to race and gender;
4) Addition of Section 2.1.6 Public Safety Personnel that reads:
The parties agree to the following terms which are hereby incorporated into this agreement.
(a) Police Staffing. To the extent off-duty police staffing is available, the Miami-Dade County Police Department will provide off-duty police staffing at the stadium for all NFL home games and all other stadium events, all as between the parties at Stadium LLC’s sole expense. The County will also provide off-duty police staffing to provide police presence in the surrounding jurisdictional neighborhoods, streets, etc., due to increased activity expected due to NFL home games and other stadium events, as between the parties Stadium LLC’s sole expense. In the event, the County police department does not have sufficient off-duty police personnel to staff an event as described above, then the County shall have the right to staff the event by using third-party agencies with the majority to be located in Miami-Dade County. In the event there are no police off-duty personnel available to staff an event, the Stadium LLC shall be responsible for providing security for the event. When off-duty police officers are used in the staffing of an event, the Stadium LLC shall pay the then current county hourly rate payable to such police officers.
(b) Fire Rescue Off-Duty Staffing. The County will provide at Stadium LLC’s sole expense, Fire Rescue off-duty staffing at the stadium. The County Fire Rescue personnel will be paid at the then current hourly rates for off-duty work payable by the County.
(c) Police and Fire Rescue staffing levels, hours, and locations shall be determined by the County’s Police and Fire Departments in accordance with the applicable laws, after consultation with Stadium LLC.
Notwithstanding the foregoing, and to the extent permissible under then existing County contracts for Jazz in the Gardens, Carnival and the Family Fall Festival, the City of Miami Gardens shall provide off-duty services using their own forces; and in the event the County staffed events using outside agencies, the County would give first preference to the City of Miami Gardens, second preference to other municipalities in Miami-Dade County and then to State agencies.
(Note: See the report under "Report for Special Item No. 2; Legislative File Nos. 131413 & 131414)

Legislative Text

TITLE

RESOLUTION APPROVING MODERNIZATION AGREEMENT FOR RENOVATION OF SUN LIFE STADIUM, PERSONAL GUARANTY FOR CERTAIN PAYMENT OBLIGATIONS, AND NON-RELOCATION AGREEMENT REGARDING DOLPHINS FRANCHISE; DELEGATING TO COUNTY MAYOR OR COUNTY MAYOR’S DESIGNEE AUTHORITY TO PERFORM CERTAIN ACTS AND EXERCISE CERTAIN CANCELLATION AND TERMINATION PROVISIONS, SUBJECT TO THE PARAMETERS SET FORTH IN THIS RESOLUTION AND STADIUM AGREEMENTS; DELEGATING TO COUNTY MAYOR OR MAYOR’S DESIGNEE AUTHORITY TO DETERMINE THE VALUE OF ALTERNATIVE FORM OF SECURITY IN LIEU OF PAYMENT AND PERFORMANCE BOND TO BE PROVIDED TO THE COUNTY BY STADIUM LLC SUBJECT TO CERTAIN PARAMETERS SET FORTH IN THIS RESOLUTION; AND AUTHORIZING COUNTY MAYOR OR COUNTY MAYOR’S DESIGNEE TO EXECUTE ALL SUCH AGREEMENTS UPON FULFILLMENT OF CERTAIN CONDITIONS

BODY

WHEREAS, the following Stadium Agreements are being presented to this Board for approval: the Modernization Agreement by and among the County, South Florida Stadium, LLC, a Florida limited liability company (the “Stadium LLC”), and Stephen M. Ross, solely with respect to certain obligations as set forth in the Modernization Agreement; the Guaranty from Stephen M. Ross, as the current owner of a controlling interest in Stadium LLC and Miami Dolphins, Ltd ("MDL"), the entity that owns and operates the Miami Dolphins' franchise; and the Non-Relocation Agreement by and among the County and MDL (hereafter collectively referred to as the “Stadium Agreements”), each in substantially the form attached to this resolution and incorporated herein by this reference, for the renovation of Sun Life Stadium (the "Stadium"); and
WHEREAS, the County views any public monies contributed to the Modernization Project to be a grant for economic development and incentive which the County believes will result in a demonstrable economic return to the public; and
WHEREAS, this Board finds that County's economic development grant to Stadium LLC for the renovation of the Stadium is in the best interests of the County and will serve a paramount public purpose,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that:
Section 1. The foregoing recitals are incorporated in this resolution and are approved.
Section 2. This Board hereby approves the terms of the Stadium Agreements.
Section 3. The County Mayor or the County Mayor’s designee shall have the authority to execute such other documents and to take such action as may be necessary to execute and give effect to the intent of this resolution and to exercise such delegated authority as is specifically identified in the Stadium Agreements. In addition, and notwithstanding any of the foregoing, the County Mayor or the County Mayor’s designee shall be required to seek Board approval for any approvals, consents, actions, events or undertakings that would violate, alter, or ignore the substantive provisions of the Stadium Agreements, or that would create a financial obligation, cost or expense to the County that is greater than the delegated procurement authority of the County Mayor, as set forth in the County Charter, County Code, and any administrative or implementing orders.
Section 4. The County Mayor or the Mayor’s designee is hereby delegated the authority to determine the value and sufficiency of the alternative form of security in lieu of a payment and performance bond for the Modernization Project, provided that, in determining the sufficiency and value of the alternative security the Mayor or the Mayor’s designee will consider the nature, history and financial capabilities of Stadium LLC, the contractual obligations secured by the alternative security, and the contractual safeguards in place to protect payments to persons performing the work and require that, prior to commencement of the work or purchase of supplies, any and all contractors hired by Stadium LLC to perform work for the Modernization Project has executed, delivered, and recorded in the public records a statutory payment and performance bond in the full amount of the contract naming the County as an obligee, all as required by Section 255.05, Florida Statutes.
Section 5. This Resolution shall become effective upon the occurrence of all of the following: (a) the proper execution by Stadium LLC, Stephen M. Ross, and MDL, as the case may be, of such Stadium Agreements in substantially the form attached to this resolution; (b) the Florida legislature enacts SB 306, HB 135 or similar legislation before the current legislature session is adjourned and the Governor signs it into law authorizing the County to levy an additional tourist development room tax and use all or a portion of the revenues generated from such tax to renovate the Stadium (the "Additional Tourist Tax"), subject to a referendum approving the proposed use of such revenues; (c) this Board enacts an ordinance levying such Additional Tourist Tax and authorizing the use of the Additional Tourist Tax for, among other things, the renovation of the Stadium; (d) the National Football League accepts Miami-Dade County's Super Bowl Host Committee's bid for a Super Bowl as evidenced by a binding agreement with the NFL relating to such Super Bowl game; (e) affirmation by Stadium LLC and Primary Owner of their respective representations and warranties set forth in Article 7 and Section 11.2.1 of the Modernization Agreement and agreement to bring down those representations and warranties, in each case, as of the effective date of the Modernization Agreement; and (f) approval by the Office of the County Attorney as to legal sufficiency of such executions, approvals and enactments (collectively, the “Conditions Precedent”). The Board hereby authorizes the County Mayor or the County Mayor’s designee to execute the Stadium Agreements on or after the effective date of this Resolution.